TIC 10-K & 10-Q changes, risk factors and insider trading
TIC Solutions, Inc. (also TICAW) · NYSE · Services-Business Services, Nec · CIK 2032966 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “RISK FACTOR SUMMARY”
New heading “Risks Related to Our Business and Industry”
New heading “Risks Related to Government Contracting”
New heading “Risks Related to Regulation”
New heading “Risks Related to our Finances and Indebtedness”
New heading “Risks Related to our Common Stock”
New heading “The success of our businesses depends, in part, on our ability to adopt new TICC, asset integrity, and engineering solutions, increase the functionality of our current offerings, expand into adjacent and developing service categories and meet the needs and demands of our customers.”
New heading “Our ongoing investments in new client markets involve significant risks, could disrupt our current operations, and may not produce the long-term benefits that we expect.”
New heading “We may be unable to integrate the business of NV5 successfully or realize the anticipated benefits of the acquisition. We may also be the subject of litigation as a result of the NV5 acquisition.”
New heading “If we fail to complete a project in a timely manner, miss a required performance standard, or otherwise fail to adequately perform on a project, then we may incur a loss on that project, which may reduce or eliminate our overall profitability.”
New heading “Failure of our sub-consultants to satisfy their obligations to us or other parties, or the inability to maintain these relationships, may adversely impact our business operations and financial results.”
New heading “Employee, agent or partner misconduct or our overall failure to comply with laws or regulations may adversely impact our reputation and financial results as well as subject us to criminal and civil enforcement actions.”
New heading “If our clients delay in paying or fail to pay amounts owed to us, our business operations and financial results may be adversely impacted.”
New heading “Our profitability could suffer if we are not able to maintain adequate utilization of our workforce.”
New heading “Our failure to win new contracts and renew existing contracts with private and public sector clients may adversely affect our business operations and financial results.”
New heading “Losses under lump-sum contracts may adversely impact our business operations and financial results.”
New heading “Our business activities may require our employees to travel to and work in countries where there are high security risks, which may result in employee death or injury, repatriation costs or other unforeseen costs.”
New heading “If our reports and opinions are not in compliance with professional standards and other regulations, we could be subject to monetary damages and penalties.”
New heading “Interruptions in the proper functioning of our information systems, including in the event of a cybersecurity incident, we could experience operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings or suffer damage to our reputation.”
New heading “Risks Related to Government Contracting”
New heading “We derive a portion of our gross revenues from public and quasi-public governmental agencies, and any disruption in government funding or in our relationship with these agencies could adversely affect our business.”
New heading “Our inability to win or renew government contracts during regulated procurement processes or preferences granted to certain bidders for which we would not qualify could harm our operations and significantly reduce or eliminate our profits.”
New heading “A delay in the completion of the budget process of the U.S. and state governments could delay procurement of our services and have a material adverse effect on our future revenue.”
New heading “As a government contractor, we must comply with various procurement laws and regulations and are subject to regular government audits. A violation of any of these laws and regulations or the failure to pass a government audit could result in sanctions, contract termination, forfeiture of profit, harm to our reputation or loss of our status as an eligible government contractor and could reduce our profits and revenue.”
New heading “Our revenue and growth prospects may be harmed if we or our employees are unable to obtain government granted eligibility or other qualifications both we and our employees need to perform services for our customers.”
New heading “We are, and may become, subject to periodic regulatory proceedings, including U.S. Fair Labor Standards Act (“FLSA”) and state wage and hour class action lawsuits, which may adversely affect our business and financial performance.”
New heading “Changes in resource management or infrastructure industry laws, regulations, and programs could directly or indirectly reduce the demand for our services which could in turn negatively impact our revenues.”
New heading “The market price of our common stock may experience volatility.”
Removed heading “Serious safety incidents, including fatalities and other serious injuries may result from use of RAT solutions.”
Removed heading “The success of our businesses depends, in part, on our ability to adopt new asset integrity solutions, increase the functionality of our current offerings, expand into adjacent and developing service categories and meet the needs and demands of our customers.”
Removed heading “Our ongoing investments in new client markets involve significant risks, could disrupt our current operations and may not produce the long-term benefits that we expect.”
Removed heading “If we are not able to implement commercially competitive services in a timely manner in response to changes in the market, client requirements, competitive pressures and technology trends, our business and results of operations could be materially and adversely affected.”
Removed heading “We are, and may become, subject to periodic regulatory proceedings, including U.S Fair Labor Standards Act (“FLSA”) and state wage and hour class action lawsuits, which may adversely affect our business and financial performance.”
Removed heading “Interruptions in the proper functioning of our information systems could disrupt operations and cause increases in costs and/or decreases in revenues.”
Removed heading “In the event of a cybersecurity incident, we could experience operational interruptions, incur substantial additional costs, become subject to legal or regulatory proceedings or suffer damage to our reputation.”
Removed heading “We may need additional capital in the future for working capital, capital expenditures or acquisitions, and we may not be able to access capital on favorable terms, or at all, which would impair our ability to operate our business or achieve our growth objectives.”
Removed heading “We are an emerging growth company, and we cannot be certain if the reduced reporting requirements applicable to us will make our securities less attractive to investors.”
Removed heading “There is no guarantee that the Warrants will be in the money at a time when they are exercisable, and they may expire worthless. In addition, the terms of the Warrants may be amended without the consent of all holders.”
Removed heading “The Warrants may be mandatorily redeemed prior to their exercise at a time that is disadvantageous to holders, thereby making the Warrants worthless.”
Largest changes
“Our operations and those of our customers are susceptible to the occurrence of catastrophic events outside our control, which may include events like epidemics, pandemics and other health crises, severe weather conditions, industrial accidents, and acts of war and terrorism, to name a few. We continue to actively monitor the conflict in the Middle East between Israel and Hamas, and the war between Russia and Ukraine and the sanctions imposed upon Russia in order to assess impacts to our customers and our operations. …”see in full comparison
“Our operations and those of our customers are susceptible to the occurrence of catastrophic events outside our control, which may include events like epidemics, pandemics and other health crises, severe weather conditions, industrial accidents, and acts of war and terrorism, to name a few. We continue to actively monitor the conflict in the Middle East between Israel and Hamas, and the war between Russia and Ukraine and the sanctions imposed upon Russia in order to assess impacts to our customers and our operations. …”see in full comparison
“We are, and may become, subject to periodic regulatory proceedings, including U.S Fair Labor Standards Act (“FLSA”) and state wage and hour class action lawsuits, which may adversely affect our business and financial performance.”see in full comparison
“We are, and may become, subject to periodic regulatory proceedings, including U.S. Fair Labor Standards Act (“FLSA”) and state wage and hour class action lawsuits, which may adversely affect our business and financial performance.”see in full comparison
“We must comply with and are affected by U.S. Federal, state, local, and foreign laws and regulations relating to the formation, administration, and performance of government contracts. For example, we must comply with defective-pricing clauses found within the Federal Acquisition Regulation (“FAR”), the Truth in Negotiations Act, Cost Accounting Standards (“CAS”), the Services Contract Act, and the U.S. Department of Defense security regulations, as well as many other rules and regulations. …”see in full comparison
“Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one of our employees, agents, or partners could have a significant negative impact on our business and reputation. …”see in full comparison
Full comparison: every changed paragraph (226)
RISK FACTOR SUMMARY
Below is a summary of the principal factors that may affect our business, financial condition, and results of operations. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and should be carefully considered, together with other information in this Annual Report and our other filings with the SEC.
Risks Related to Our Business and Industry
•Our revenues are heavily dependent on certain industries.
•Demand for our services is related to global oil and gas supply, economic downturns and other factors which impact our clients’ current and future spending levels.
•We operate in competitive markets, and if we are unable to compete successfully, we could lose market share and revenues and our margins could decline.
•The success of our businesses depends, in part, on our ability to adopt new offerings and increase the functionality of our current offerings, and expand into adjacent and developing service categories.
•Our ongoing investments in new client markets involve significant risks.
•State and other public employee unions could adversely affect our operations.
•Our ability to successfully hire or retain members of a skilled technical workforce.
•Many of the sites at which our employees work are inherently dangerous workplaces.
•Our ability to maintain and renew our contracts with our clients.
•Earnings for future periods may be impacted by impairment charges for goodwill and intangible assets.
•Our ability to retain our executive officers or other key personnel.
•Our current directors may allocate their time to other businesses.
•Our ability to execute our business strategy of acquiring companies and making investments that complement our existing businesses or expand into adjacent industries.
•We may be unable to integrate the business of NV5 successfully or realize the anticipated benefits of the acquisition.
•We may experience inflationary pressures in our operating costs and cost overruns on our projects and services.
•Our ability to complete a project in a timely manner, meet required performance standards, or adequately perform on a project.
•Failure of our sub-consultants to satisfy their obligations to us or other parties, or the inability to maintain these relationships, may adversely impact our business operations and financial results.
•We are and may become subject to periodic litigation which may adversely affect our business and financial performance.
•If our clients delay in paying or fail to pay amounts owed to us, our business operations and financial results may be adversely impacted.
•Our profitability could suffer if we are not able to maintain adequate utilization of our workforce.
•Losses under lump-sum contracts may adversely impact our business operations and financial results.
•Growing use of artificial intelligence (“AI”) in our business has challenges that, if not properly managed could result in harm to our brand, reputation, business or customers, and adversely affect our results of operations.
•Our business activities may require our employees to travel to and work in countries where there are high security risks, which may result in employee death or injury, repatriation costs or other unforeseen costs.
•If our reports and opinions are not in compliance with professional standards and other regulations, we could be subject to monetary damages and penalties.
•Interruptions in the proper functioning of our information systems, including as a result of cybersecurity incidents, could disrupt operations and cause increases in costs and/or decreases in revenues.
•Our business depends upon the maintenance of our proprietary technologies and information.
•Events such as natural disasters, industrial accidents, epidemics, pandemics, war and acts of terrorism, and adverse weather conditions could disrupt our business or the business of our customers.
Risks Related to Government Contracting
•Disruptions in government funding, including delays in the budget process, or in our relationship with these agencies could adversely affect our business.
•Our inability to win or renew government contracts during regulated procurement processes or preferences granted to certain bidders for which we would not qualify could harm our operations.
•A delay in the completion of the budget process of the U.S. and state governments could delay procurement of our services and have a material adverse effect on our future revenue.
•As a government contractor, we must comply with various procurement laws and regulations and are subject to regular government audits.
•Our revenue and growth prospects may be harmed if we or our employees are unable to obtain government granted eligibility or other qualifications both we and our employees need to perform services for our customers.
Risks Related to Regulation
•Our failure to comply with various U.S. and international regulations—including trade sanctions, export controls (ITAR, EAR), labor laws (FLSA), safety standards (OSHA), environmental, and data privacy requirements—may result in material financial, operational, or legal consequences for the company.
•Demand for our businesses can be materially affected by governmental regulation and changes in resource management or infrastructure industry law and regulations.
•Unsatisfactory safety performance may subject us to penalties, affect customer relationships, result in higher operating costs, negatively impact employee morale and result in higher employee turnover.
•If our intellectual property rights are unenforceable or become obsolete, or if new intellectual property rights held by a third party become the only or preferred way to perform services we offer, our competitive position could be adversely impacted.
•Our operations and properties are subject to extensive environmental, health and safety regulations.
•We are subject to privacy and data security/protection laws in the jurisdictions in which we operate and may be exposed to substantial costs and liabilities associated with such laws and regulations.
Risks Related to our Finances and Indebtedness
•The terms of our indebtedness may limit our ability to borrow additional funds or capitalize on business opportunities. In addition, our debt level may limit our future financial and operating flexibility.
•We may incur substantial additional indebtedness, which could further exacerbate the risks that we may face going forward.
•If we fail to establish and maintain an effective system of internal controls, we may not be able to report our financial results accurately and timely, which could harm our business and adversely affect the value of our business.
•We identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price.
Risks Related to our Common Stock
•The market price of our common stock may experience volatility, including as a result of the NV5 Acquisition.
•We may be required to issue additional shares of common stock pursuant to the terms of the Series A Preferred Stock, Public Warrants and Pre-Funded Warrant, which would dilute the holdings of investors.
Sales of our services are dependent on clients in certain industries, particularly certain industrial sectors such as manufacturing, chemical plants, mining, refinery, oilsands, infrastructure andinfrastructure, aerospace and automotive. As we have experienced in the past, and as we expect to occur in the future, downturns characterized by diminished demand for services in theseour industries as well as potential changes due to consolidation or changes in client businesses or governmental regulations, could have a material impact on our results of operations, financial position or cash flows. Additionally, certain industries and clients have employees represented by unions and could be subject to temporary work stoppages which could impact our activity level.
In addition, we are dependent on clients in the public and quasi-public sector. The demand for our government-related services is generally driven by the level of government program funding. Accordingly, the success and further development of our business depends, in large part, upon the continued funding of these government programs and upon our ability to obtain contracts and perform well under these programs.
Demand for our services is partially related to global oil supply, existing oil and gas refiningsupply, siteseconomic downturns and other factors which impact our clients’ current and future spending levels.
Our customersclients in the oil and gas industries account for a substantial portion of our historical revenues. Global oil and gas supply and demand are impacted by several factors including global economic conditions, geopolitical events and conflicts (such as the ongoing military conflict between Russia and Ukraine, the conflict in the Middle East between Hamas and Israel, tariffs or trade barriers imposed on China, Canada and other countries, and other geopolitical issues impacting global trade), widespread public health crises, epidemics and pandemics, and domestic and global inflationary pressures which may reduce the availability of liquidity and credit and, in many cases, reduce demand for our clients’ products. Disruptions or volatility in these markets could also adversely affect our clients’ decisions to fund ongoing maintenance and capital projects, resulting in contract cancellations or suspensions, delays, repurposing of infrastructure, and infrastructure closures. These factors may also adversely affect our ability to collect payment for work that we have previously performed. Such disruptions have, and could in the future, materially and adversely impact our business, results of operations, financial position, credit capacity or cash flows.
In addition, demand for services from state and local government and private clients is cyclical and vulnerable to economic downturns, which may result in clients delaying, curtailing, or canceling proposed and existing projects. Our business traditionally lags the overall recovery in the economy and therefore, may not recover immediately when the economy improves. If the economy weakens or client spending declines, then our revenue, profits, and overall financial condition may deteriorate. State and local government clients may face budget deficits that prohibit them from funding new or existing projects. Difficult financing and economic conditions may cause some of our clients to demand better pricing terms or delay payments for services we perform, thereby increasing the average number of days receivables are outstanding and the potential of increased credit losses on uncollectible invoices. Further, these conditions may result in the inability of some of our clients to pay us for services that we have already performed. If we are not able to reduce our costs quickly enough to respond to the revenue decline from these clients, our operating results may be adversely affected.
We face strong competition from other asset integrity providers conducting NDT, RAT solutions and Engineering and Lab Testing. Some of our competitors have low overhead models and could underprice us in certain markets. Our competitors may offer asset integrity solutions at lower or less profitable rates than we do in order to attempt to gain market share. Smaller niche competitors with small customer bases could be aggressive in their pricing in order to retain customers. These competitive factors could reduce our market share, revenues and profits.
Serious safety incidents, including fatalities and other serious injuries may result from use of RAT solutions.
RAT is a new and innovative method of doing work at heights. This work is inherently dangerous, and the risk of death or serious injury is high. A fatality or series of serious safety incidents could result in litigation, increased regulation, negative publicity, loss of customer contracts or the inability to bid for certain customer contracts. Any of which would have a material adverse impact on our business, results of operations, financial position or cash flows.
The success of our businesses depends, in part, on our ability to adopt new asset integrity solutions, increase the functionality of our current offerings, expand into adjacent and developing service categories and meet the needs and demands of our customers.
Management's Discussion & Analysis (MD&A)
New heading “Tax Legislation”
New heading “Private Placement and Pre-Funded Warrant”
New heading “Selling, general and administrative expenses”
New heading “Comparison of the year ended December 31, 2025 (Successor) to the year ended December 31, 2024.”
New heading “Selling, general and administrative expenses”
New heading “Inspection and Mitigation”
New heading “Consulting Engineering”
New heading “Intangible Assets”
Removed heading “A discussion and analysis of the results of operations of ASP Acuren (Predecessor) for the year ended December 31, 2022 can be found in “Acuren Corporation Management’s Discussion and Analysis of Financial Condition and Results of Operations” as disclosed in our Registration Statement on Form S-4, which was filed with the SEC on December 12, 2024.”
Removed heading “Service revenue”
Removed heading “Comparison of the periods from January 1, 2024 to July 29, 2024 (Predecessor) (as restated) and July 30, 2024 to December 31, 2024 (Successor) to the year ended December 31, 2023 (Predecessor)”
Removed heading “Capital Resources”
Removed heading “Goodwill and Other Intangible Assets”
Largest changes
“Due to changes in legacy Acuren reporting units, the Company conducted a quantitative impairment assessment at prior reporting unit levels. This involved comparing each unit's fair value—determined by market multiples (market approach) and discounted future cash flows (income approach)—with its carrying amount, including goodwill. Under the market approach, management uses selected financial information of publicly-traded companies that compare to the reporting unit to derive a market-based multiple. …”see in full comparison
“Although management believes that assumptions are reasonable, actual results may vary significantly. These impairment assessments involve the use of accounting estimates and assumptions, changes in which could materially impact our financial condition or operating performance if actual results differ from such estimates and assumptions. …”see in full comparison
see in full comparisonWeThe Company performs a goodwill impairment assessment annually, or more frequently if events or circumstances arise which indicate that goodwill may be impaired. An assessment can be performed by first completing a qualitative assessment on some or all of the Company’s reporting units in order to conclude that it is more likely than not that a reporting unit’s fair value is below its carrying amount (that is, a likelihood of more than 50%). The Company can also bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test, and then resume the qualitative assessment in any subsequent period. Qualitative indicators that may trigger the need for annual or interim quantitative impairment testing include, among other things, deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or an expectation of selling or disposing of a portion of a reporting unit. Additionally, a significant change in business climate, a loss of a significant customer, increased competition, a sustained decrease in share price, or a decrease in estimated fair value below book value may trigger the need for interim impairment testing of goodwill associated with one or more reporting units. Under the quantitative assessment, the estimated fair value of a reporting unit is compared with its carrying amount. If the carrying amount exceeds fair value, then an impairment loss would be recognized in an amount equal to that excess, limited to the amount of goodwill allocated to that reporting unit.
“Any goodwill impairment is limited to the total amount of goodwill allocated to that reporting unit. The income tax effect associated with an impairment of tax-deductible goodwill is also considered in the measurement of the goodwill impairment. During the years ended December 31, 2023 and 2022, Acuren performed a qualitative analysis. There were no impairment charges in 2023 or 2022. No indications of impairment were identified during the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), and the year ended December 31, 2023.”see in full comparison
“We first assess qualitatively, step zero, whether it is necessary to perform step one of the annual impairment tests. An entity is required to perform step one if the entity concludes that it is more likely than not that a reporting unit’s fair value is below its carrying amount (that is, a likelihood of more than 50%). When step one indicates that the reporting unit’s carrying value exceeds its fair value, an impairment will be recorded in the period the goodwill is determined to be impaired.”see in full comparison
Full comparison: every changed paragraph (131)
ASP Acuren Holdings, Inc. (“ASP Acuren”) is our predecessor. The following is a discussion of the results of operations of TIC Solutions, Inc. (formerly Acuren Corporation) (Successor) for the year ended December 31, 2025, compared to the results of operations of ASP Acuren (Predecessor) for the period from January 1, 2024 tothrough July 29, 20242024, and Acurenof CorporationTIC Solutions, Inc. (Successor) for the period from July 30, 2024 tothrough December 31, 2024 compared to the results of operations of ASP Acuren (Predecessor) for the year ended December 31, 2023.2024. This discussion should be read in conjunction with the information contained in the audited AcurenTIC CorporationSolutions, Inc. consolidated financial statements and the notes related thereto included elsewhere in this Annual Report on Form 10-K.
A discussion and analysis of the results of operations of ASP Acuren (Predecessor) for the year ended December 31, 2022 can be found in “Acuren Corporation Management’s Discussion and Analysis of Financial Condition and Results of Operations” as disclosed in our Registration Statement on Form S-4, which was filed with the SEC on December 12, 2024.
In this section, “we,” us,” “our” and “AcurenCompany” refer to TIC Solutions, Inc. (Successor) for the year ended December 31, 2025, and the Successor period from July 30, 2024 through December 31, 2024, and ASP Acuren Holdings, Inc. (Predecessor) for the periods prior to July 30, 2024, and Acuren Corporation (Successor) for thePredecessor period from JulyJanuary 30,1, 2024 through DecemberJuly 31,29, 2024.
We are a leading provider of tech-enabled Testing, Inspection, Certification and Compliance (TICC), engineering and consulting, and geospatial services. We provide mission-critical services that are essential to the safety, reliability, and efficiency of industrial assets, buildings and public infrastructure. Our services are often non-discretionary and are driven by regulatory requirements, customer risk management policies, and the need to extend the useful life of critical assets.
We operate primarily in North America and serve both private and public-sector clients. Our private-sector clients span industrial, infrastructure, construction, and commercial real estate end markets. Our public-sector clients include federal, state, and municipal agencies, public utilities, transportation authorities, and environmental regulators. Within industrial markets, our services address energy processing and refining, pipeline and midstream infrastructure, chemicals and industrial processing, manufacturing and industrial services, power generation and utilities, and companies in aerospace, automotive, renewable energy, pulp and paper, and mining.
On October 10, 2025, we changed our name from Acuren Corporation to TIC Solutions, Inc.
We are a leading provider of critical asset integrity services. We operate primarily in North America serving a broad range of industrial markets, most notably chemical, pipeline, refinery, power generation, oilsands, automotive, aerospace, mining, manufacturing, renewable energy, and pulp and paper. We provide these essential and often compliance-mandated (often at customer locations) services in the industrial space and are focused on the recurring maintenance needs of our customers.
The work we do fits in the service category referred to as Testing, Inspection, Certification and Compliance. These activities include several Nondestructive Testing (“NDT”) techniques such as radiography, ultrasonic testing, magnetic particle inspection, penetrant testing, and visual inspection. NDT activities include inspection and evaluation of industrial equipment through various technology-enabled methods to ensure asset integrity, avoid costly accidents and comply with regulatory requirements without destroying the asset or component. Given the amount of activity required at heights in the industrial space, we provide market leading RAT solutions to reach difficult areas without scaffolding. The work on ropes at heights extends beyond inspection and testing to include industrial trades such as insulation, coatings and blasting, welding, pipe fitting, hoisting and rigging, and electrical services. We offer these trades in a niche way where RAT solutions are optimal (cost efficient and/or schedule enhancing) and where we can provide quality services without compromising safety. Our TICC service also includes support from consulting engineers with in-lab destructive testing capabilities. Our highly specialized materials engineers support failure investigation, material selection, corrosion engineering, welding engineering, fracture mechanics, destructive testing, and chemical analysis.
We have two operating and reportable segments which are the United States and Canada. We have operations in the United Kingdom that are not considered material and are included in the United States reportable segment. Each segment is representative of the operations incurred under the respective geographic territory. Both operating segments provide the same services to a similar base of customers.
We were incorporated with limited liability under the laws of the British Virgin Islands under the BVI Companies Act on December 15, 2022 under the name Admiral Acquisition Limited (“Admiral”). Admiral was formed for the purpose of acquiring a target company or business. We completed our initial public offering in the United Kingdom on May 22, 2023, raising gross proceeds of approximately $539.5 million and the Founder Entity purchased 1,000,000 shares of Series A Preferred Stock for $10.5 million. We began trading on the London Stock Exchange (“LSE”) on May 22, 2023 and trading was suspended on July 30, 2024 when we completed our acquisition of ASP Acuren (the “Acuren Acquisition”). Our LSE listing was subsequently cancelled on August 19, 2024. In connection with the Acuren Acquisition, we changed our name to Acuren Corporation and on December 16, 2024, changed our jurisdiction of incorporation from the British Virgin Islands to Delaware and domiciled to Delaware.
Prior to the Domestication, we were incorporated with limited liability under the laws of the British Virgin Islands with ordinary shares (the “Ordinary Shares”) listed on the London Stock Exchange. Upon the Domestication, our Ordinary Shares were automatically converted, on a one-for-one basis, into shares of Common Stock and our Founder Preferred Shares (the “Founder Preferred Shares”) were automatically converted, on a one-for-one basis, into shares of Series A Preferred Stock. All references to our Ordinary Shares and Founder Preferred Shares refer to the equity of the Company prior to Domestication and all references to our Common Stock and Series A Preferred Stock refer to the equity of the Company following the Domestication. Our Common Stock began trading on the OTCQX Market on December 30, 2024. We voluntarily withdrew from trading on the OTCQX Market as of February 14, 2025 and began trading on the NYSE American (the “NYSE”) on February 18, 2025. Prior to the listing of our Common Stock on the NYSE, we were subject to and complied with the rules of the LSE. In connection with the Acuren Acquisition, we formed our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
AcurenNV5 Acquisition
On August 4, 2025 (the “NV5 Closing Date”), we completed the NV5 Acquisition. NV5 is a global provider of infrastructure engineering, building systems, environmental consulting and geospatial analytics to private and public-sector clients in the infrastructure, utility services, construction, real estate, environmental and geospatial markets. Pursuant to the terms of the merger agreement, the aggregate purchase price was approximately $1.7 billion, including the full repayment of NV5’s outstanding debt. The Company paid total consideration consisting of $870.9 million in cash and the issuance of approximately 73.2 million shares of Company common stock.
Tax Legislation
On July 4, 2025, the “One Big Beautiful Bill Act” was enacted into law. The legislation includes changes to federal tax law, including the restoration of immediate expensing of domestic R&D expenditures, reinstatement of 100% bonus depreciation and more favorable rules for determining the limitation on business interest expense, among other changes. The legislation is reflected in the annual effective rate and the cash tax position of the Company.
On July 30, 2024, we completed the acquisition of ASP Acuren, a market leading provider of asset integrity management solutions. The consideration paid at closing for the Acuren Acquisition was approximately $1.9 billion in cash. We funded the consideration paid with a combination of $568.0 million cash on hand, a $775.0 million senior loan facility and an aggregate of $675.0 million of gross proceeds from the PIPE Financing and the Warrant Financing. The Warrant Financing was an offer to permit holders of our Warrants to early exercise all of their outstanding Warrants at a reduced exercise price of $10.00 per whole share of our common stock. Holders of 36,710,124 Warrants participated in the Warrant Financing. As of December 31, 2024, there were 18,264,876 Warrants outstanding.
InOn connectionJanuary with31, the closing of the Acuren Acquisition, on July 30, 2024,2025, we entered into the First Amendment to the Credit FacilityAgreement, by and among Acuren Delaware Holdco, Inc. (f/k/a AALwholly-owned Delawaresubsidiary Holdco,of Inc.),the AcurenCompany Holdings,as Inc.the (f/k/ainitial ASPborrower, Acurenany Holdings,other Inc.),of our subsidiaries from time to time party thereto as borrowers, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Jefferies Finance LLC, as administrative agent and as collateral agent (the “Credit Agreement”), pursuant to which wethe incurredinterest arate margins for the $775.0 million seven-year senior secured term loan (the “Term Loan”) underdecreased from 2.50% to 1.75% for the seniorbase rate and from 3.50% to 2.75% for the secured termovernight loanfinancing facilityrate (the “Term Loan FacilitySOFR”), whichadjusted wasfor usedstatutory toreserves. fundAll aother partmaterial terms of the cashCredit portionAgreement, ofincluding the purchaseaggregate priceprincipal ofamount, repayment terms, and interest rate applicable on the Acuren Acquisition. The Credit Agreement also provides for a $75.0 million five-year revolver under a senior secured revolving credit facility available under the Credit Agreement (the “Revolving Credit Facility,Facility”) and together withremained the Term Loan Facility, the “Credit Facility”).same. See “— Liquidity and Capital Resources — Credit FacilitiesFinancing” for more information regarding the Credit Facility.information.
On August 4, 2025, in connection with the NV5 Acquisition, we entered into the Second Amendment to the Credit Agreement (the “Second Amendment”). The Second Amendment amended the Credit Agreement to: (i) include new term loans in an aggregate principal amount of $875.0 million (the “2025 Term Loans,” and together with the 2024 Term Loans, the “Term Loans”), and (ii) increased the aggregate amount of the Revolving Credit Facility from $75.0 million to $125.0 million. Principal payments on the Term Loans, commenced on September 30, 2025 and are made in quarterly installments on the last day of each fiscal quarter in an amount equal to $4.1 million, subject to adjustments in accordance with the Credit Agreement.
As of December 31, 2025, we had $1.6 billion of principal outstanding under the Term Loans. The interest rate applicable to the Term Loans is, at our option, either: (1) a base rate plus an applicable margin equal to 1.75% or (2) SOFR plus an applicable margin equal to 2.75%. The Term Loans will mature on July 30, 2031.
With respect to the Second Amendment, “Interest expense, net” included in the consolidated statements of operations for the year ended December 31, 2025, includes interest expense, amortization of debt issuance costs and unused commitment fees on the Revolving Credit Facility incurred since the NV5 Closing Date.
Private Placement and Pre-Funded Warrant
On October 5, 2025, we entered into the Purchase Agreement with the Investor, for the Private Placement, of (i) 17,708,333 shares of our common stock, at $12.00 per share and (ii) a pre-funded warrant (the “Pre-Funded Warrant”) to purchase 3,125,000 shares of common stock, at $11.9999 per share. The aggregate gross proceeds of the Private Placement were approximately $250.0 million, before deducting placement agent fees and other expenses.
The Pre-Funded Warrant has an exercise price of $0.0001 per share of common stock, is immediately exercisable and will remain exercisable until exercised in full. The Pre-Funded Warrant is exercisable in cash or by means of a cashless exercise. The Investor may not exercise the Pre-Funded Warrant if the Investor, together with its affiliates, would beneficially own more than 9.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise; provided, however, that a holder may increase or decrease such percentage by giving 61 days’ notice to us, but not to any percentage in excess of 19.99%.
On October 7, 2025, in connection with the Purchase Agreement, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investor. Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file a registration statement with the SEC for purposes of registering the resale of the shares of common stock issued pursuant to the Purchase Agreement and shares of common stock issuable upon exercise of the Pre-Funded Warrant. The registration statement became effective on October 29, 2025.
Certain Factors and Trends Affecting Acuren’sOur Results of Operations
In addition to the NV5 Acquisition and our acquisition of ASP Acuren Acquisition, (the Company“Acuren Acquisition”), we completed other acquisitions during the periods presented that are immaterial, both individually and in the aggregate, but that also affect the comparability of our results of operations.
From January 1, 2024 through July 29, 2024, Acuren acquired three businesses for total aggregate consideration of $47.6 million in cash, net of cash acquired. During the year ended December 31, 2023, Acuren acquired one business for total consideration of $6.0 million in cash. The businesses acquired compliment and are synergistic to Acuren’s existing business.
We may experience increased costs associated with the recent developments around tariffs between the United States, Canada, and other international jurisdictions and will continue to monitor market conditions and respond accordingly. We also have observed some impact from inflationary pressures during 20232024 and 2024.2025. OverAlthough we look to mitigate the reportingimpact periodsof wethese have been able to stabilize marginpressures with a combination of cost management and price initiatives.initiatives, there can be no guarantee that these initiatives will be successful. There has been no direct effect on our business from the Russian-Ukrainian or the Middle Eastern conflicts.conflicts, Thesealthough these conflicts may have an impact on certain end markets, results of operations or liquidity or in other ways which we cannot yet determine.
The Organization for Economic Co-operation and Development (“OECD”) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as "Pillar 2"), with certain aspects of Pillar 2 effective January 1, 2024, and other aspects effective January 1, 2025. The U.S. and other countries continue to discuss how Pillar 2 will apply to U.S. companies. We are continuing to evaluate and monitor the impact of Pillar 2 and the evolving legislative landscape. To date, Pillar 2 has not had a material impact on our effective tax rate or consolidated financial statements.
Segments
Effective August 4, 2025, the Company’s Chief Executive Officer, who is the chief operating decision-maker (“CODM”), re-evaluated the structure of the Company’s internal organization as a result of the NV5 Acquisition. To reflect management’s revised perspective, the Company is now organized into three operating and reportable segments as follows:
•Inspection and Mitigation, which includes the Company’s legacy testing, inspection, certification and compliance services in the United States, Canada, and United Kingdom;
•Consulting Engineering, which includes the Company’s engineering, civil program management, utility services, conformity assessment, clean energy consulting, data center commissioning and consulting, buildings and program management, MEP & technology design, and environmental health science services; and
•Geospatial, which includes the Company’s geospatial solution services.
The Company’s reportable segments are strategic business units that offer different products and services. For additional information regarding our reportable segments, see “Note 19. Segment Reporting” in the notes to the consolidated financial statements in this Annual Report on Form 10-K.
Revenue is recognized to depict the transfer of goods or services to a customer at an amount that reflects the consideration we expect to receive in exchange for those goods or services. Our performance obligations are satisfied as work progresses or at a point in time. Revenue is recognized over time based on time and material incurred to date which best portrays the transfer of control to the customer. For our cost-reimbursable contracts, revenue is recognized over time using direct costs incurred or direct costs incurred to date as compared to the estimated total direct costs for performance obligations because it depicts the transfer of control to the customer. Contract costs include labor, sub-consultant services, and other direct costs. Revenue from services transferred to customers at a point in time is recognized when control of the promised deliverable transfers to the customer, which is generally upon completion, delivery, or customer acceptance of reports or analyses.
Service revenue
Service revenue is generated from Acuren’s engineers, scientists, technologists, technicians, and specialized craft trades performing inspections, testing, and related services for customers both in the field and in our laboratories. Service revenue is recognized by Acuren as services are performed for the customer. The vast majority of Acuren billing is on a time and materials basis.
Cost of revenue consists primarily of direct labor.labor, Costsub-consultant ofservices, revenueand alsoother includesdirect costs. Other direct costs include materials and indirect costs, such as supplies, tools, facility costs, and depreciation of equipment related to our services as well as travel, per diem, and lodging costs. Labor costs are recognized as labor hours are incurred in delivering services.
Selling, general and administrative expenses
Selling, general and administrative expenses consist primarily of certain indirect costs of providing our services, employee compensation, information systems and technology costs, share-based compensation, depreciation, amortization onof intangibles, and facility related expenses, and management consulting services.expenses.
The comparability of our operating results for the periodyear from July 30, 2024 throughended December 31, 20242025 (Successor), January 1, 2024 through July 29, 2024 (Predecessor) (as restated) and the year ended December 31, 2023 (Predecessor)2024 was impacted by the NV5 Acquisition and Acuren Acquisition. In the discussion of our results of operations for these periods, we may quantitatively disclose the impacts of the NV5 Acquisition and Acuren Acquisition to the extent they remain ascertainable. The entirety of Admiral’s activity through the closing date of the Acuren Acquisition was related to our formation, the preparation of our initial public offering, and since the closing of our initial public offering, the search for a target company or business.
Comparison of the periods from January 1, 2024 to July 29, 2024 (Predecessor) (as restated) and July 30, 2024 to December 31, 2024 (Successor) to the year ended December 31, 2023 (Predecessor)
The following table summarizes our results of operations for the periods indicated (in thousands)(1):indicated.
Comparison of the year ended December 31, 2025 (Successor) to the year ended December 31, 2024.
1.Refer to “Note 2. Summary of Significant Accounting Policies” in the consolidated financial statements for further detail on the update to the presentation of cost of revenue and selling, general, and administrative expenses impacting the amounts presented herein for the periods from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), and the year ended December 31, 2023 (Predecessor). Refer to “Note 2. Summary of Significant Accounting Policies” in the consolidated financial statements for further detail on the restatement of previously issued consolidated financial statements for the period from January 1, 2024 to July 29, 2024 (Predecessor).
Revenues were $1.5 billion for the year ended December 31, 2025 (Successor), an increase of $432.9 million, or 39.4%, compared to $633.9 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $463.5 million during the period from July 30, 2024 to December 31, 2024 (Successor). The increase in revenues was primarily driven by incremental revenues of $431.4 million resulting from the NV5 Acquisition. Excluding the NV5 Acquisition, revenues increased by $1.5 million. The increase was driven primarily by increased run-and-maintain and call-out work, which was offset by lower outage, project and construction activity. Growth driven by new client wins and increased run-and-maintain activity was offset by regional softness concentrated in the U.S. Gulf Coast and end market softness related to our chemicals and LNG customers.
Cost of revenues were $1.1 billion for the year ended December 31, 2025 (Successor), an increase of $249.2 million, or 30.0%, compared to $471.9 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $359.8 million during the period from July 30, 2024 to December 31, 2024 (Successor).The increase was primarily driven by incremental cost of revenues of $222.6 million resulting from the NV5 Acquisition. Excluding the NV5 Acquisition, cost of revenues increased by $26.6 million. The increase was primarily driven by higher labor and overhead costs associated with inflation, wage adjustments, and lower utilization resulting from reduced project and turnaround volumes. These factors were partially offset by operational cost controls and productivity initiatives implemented during the year.
Service revenue was $633.9 million and $463.5 million for the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), respectively, an increase of $47.3 million, or 4.5%, compared to $1,050.1 million during the year ended December 31, 2023 (Predecessor). This increase in service revenue was driven primarily by increases in transaction volumes with recurring customers and new sales in target markets as well as net sales growth of approximately $21.3 million directly related to the 2024 Predecessor acquisitions.
Cost of revenue was $471.9 million and $359.8 million for the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), respectively, an increase of $21.2 million, or 2.6%, compared to $810.5 million during the year ended December 31, 2023 (Predecessor). This increase was primarily driven by 2024 Predecessor acquisitions which contributed $17.3 million of the increase.
The following table presents gross profit and gross profit margin for the year ended December 31, 2025 (Successor) and for the year ended December 31, 2024.
Gross profit was $449.4 million for the year ended December 31, 2025 (Successor), an increase of $183.7 million, or 69.1%, compared to $162.0 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $103.7 million during the period from July 30, 2024 to December 31, 2024 (Successor). The NV5 Acquisition contributed $208.8 million of gross profit and 48.4% gross profit margin. Excluding the NV5 Acquisition, gross profit decreased by $25.1 million. The decrease was primarily driven by lower outage, project and construction activity, which resulted in less efficient deployment of direct field labor and higher direct labor cost per revenue dollar. These impacts were partially offset by increased volumes of call-out work and growth in engineering and laboratory services within the Inspection and Mitigation segment, which generally carry higher gross profit than field-based services such as NDT and industrial rope access.
Selling, general and administrative expenses
The following table presents grossSG&A profitexpenses and grossSG&A profit margin, defined as gross profitexpenses as a percentage of service revenues,revenue for the periodsyears from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 toended December 31, 20242025 (Successor) comparedand tofor the year ended December 31, 2023 (Predecessor) (in thousands):2024.
SG&A expenses were $440.8 million for the year ended December 31, 2025 (Successor), an increase of $169.2 million, or 62.3%, compared to $121.4 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $150.3 million during the period from July 30, 2024 to December 31, 2024 (Successor). The increase in SG&A expense was primarily driven by incremental expense of $200.8 million resulting from the NV5 Acquisition. Excluding the NV5 Acquisition, SG&A expenses decreased by $31.6 million. The decrease was primarily driven by a $69.8 million decrease in one-time equity charges and a $20.4 million decrease in one-time predecessor seller-related expenses and share-based compensation expense, partially offset by an increase in depreciation and amortization expenses of $64.4 million resulting from the NV5 Acquisition and the step-up in property and equipment and intangible assets from the Acuren Acquisition.
Transaction costs were $25.6 million for the year ended December 31, 2025 (Successor), a decrease of $15.6 million, or 37.8%, compared to $5.2 million during the period from January 1, 2024 to July 29, 2024 (Predecessor) and $36.0 million during the period from July 30, 2024 to December 31, 2024 (Successor). The decrease was primarily driven by lower transaction expenses associated with the NV5 Acquisition and other acquisitions relative to transaction costs incurred in connection with the Admiral Acquisition.
Acuren’s gross profit was $162.0 million and $103.7 million for the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), respectively, an increase of $26.1 million, or 10.9%, compared to $239.5 million during the year ended December 31, 2023 (Predecessor). The gross profit increase primarily results from pricing initiatives implemented in 2023 and increased volumes. Additionally, Acuren had gross profit growth of approximately $3.9 million directly related to acquisitions.
The following table presents selling, general and administrative expenses (“SG&A expenses”) and operating margin, defined as income (loss) from operations as a percentage of service revenues, for the periods from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor) compared to the year ended December 31, 2023 (Predecessor) (in thousands):
Acuren’s SG&A expenses were $121.4 million and $150.3 million for the period from January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to December 31, 2024 (Successor), respectively, an increase of $86.7 million, or 46.8%, compared to $185.0 million during the year ended December 31, 2023 (Predecessor). The increase in SG&A expenses was driven primarily by share-based compensation related costs resulting from the Acuren Acquisition. The remaining change relates to increases in employee related costs as well as increases in rent and facility costs.
The increase in depreciation and amortization expense of $85.2 million, or 91.6%, was primarily driven by incremental depreciation and amortization expense resulting from the NV5 Acquisition and the step-up in property and equipment and intangible assets from the Acuren Acquisition.
What changed in the latest 10-Q
Risk Factors
Our operations and financial results are subject to various risks and uncertainties. There have been no material changes in our risk factors from those previously disclosed in Part 1, Item 1A, “Risk Factors” in our 2025 Annual Report on Form 10-K.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025”
New heading “Cost of revenues”
New heading “Depreciation and amortization expense”
New heading “Interest expense, net”
New heading “Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025”
Removed heading “Recent Developments”
Removed heading “Employee Stock Purchase Plan”
Removed heading “Share Repurchase”
Removed heading “NV5 Acquisition”
Removed heading “Cost of revenue”
Removed heading “Selling, general and administrative expenses”
Removed heading “Selling, general and administrative expenses”
Removed heading “Cost of revenue”
Largest changes
“Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025”see in full comparison
“Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025”see in full comparison
Full comparison: every changed paragraph (65)
The following is a discussion of the results of operations of: (i) TIC Solutions, Inc. and its subsidiaries (collectively, the “Company,” “we,” “our,” “us,” or “TIC Solutions”) (formerly Acuren Corporation) for the three and six months ended MarchJune 31,30, 2026, compared to the results of operations for the three and six months ended MarchJune 31,30, 2025. This discussion should be read in conjunction with the information contained in the unaudited TIC Solutions, Inc. condensed consolidated financial statements and the notes related thereto included elsewhere in this Quarterly Report and the audited financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K. The tables below are presented in thousands except for percentages and share and per share amounts.
We are a leading provider of tech-enabled Testing,asset Inspection, Certification and Compliance (TICC),integrity, engineering and consulting, and geospatial services. We provide mission-critical services that are essential toacross the safety,full reliability, and efficiencylifecycle of industrial assets, buildingsbuildings, and public infrastructure.infrastructure, from planning and construction through operations and ongoing maintenance. Our services are often non-discretionary and are driven by regulatory and compliance requirements, customer risk managementrisk-management policies, maintenance needs, and the need to extendsupport the safety, reliability, and useful life of critical assets.assets and infrastructure.
We operate primarily in North America and serve a diversified base of clients across our principal end markets: oil and gas, industrials, buildings, power and utilities, infrastructure, natural resources, and aerospace and defense. Within these markets, we support oil sands, refining, midstream, and upstream operations; manufacturing, fabrication, chemical, and metal-processing facilities; commercial, data center, institutional, and residential buildings; power generation, gas transmission and distribution, and electricity infrastructure; geospatial and environmental services; highways and roads, transportation, water, and parks and recreation; and federal, state, regional, and municipal customers across public-sector applications.
We operate primarily in North America and serve both private and public-sector clients. Our private-sector clients span industrial, infrastructure, construction, and commercial real estate end markets. Our public-sector clients include federal, state, and municipal agencies, public utilities, transportation authorities, and environmental regulators. Within industrial markets, our services address energy processing and refining, pipeline and midstream infrastructure, chemicals and industrial processing, manufacturing and industrial services, power generation and utilities, and companies in aerospace, automotive, renewable energy, pulp and paper, and mining.
Recent Developments
Employee Stock Purchase Plan
Our Employee Stock Purchase Plan (“ESPP”) allows qualified employees to purchase designated shares of the our common stock at a price equal to 85% of the lesser of the fair market value of common stock at the beginning or end of each semi-annual stock purchase period. We did not issue any shares of common stock pursuant to the ESPP during the three months ended March 31, 2026.
Share Repurchase
On March 10, 2026, our Board of Directors approved a share repurchase program of up to $200 million of our common stock. As of March 31, 2026, we have not repurchased any common stock under the share repurchase program. Our share repurchase program does not obligate us to purchase any shares.
NV5 Acquisition
On August 4, 2025 (the “NV5 Closing Date”), we completed the NV5 Acquisition. NV5 is a global provider of infrastructure engineering, building systems, environmental consulting and geospatial analytics to private and public-sector clients in the infrastructure, utility services, construction, real estate, environmental and geospatial markets. Pursuant to the terms of the merger agreement, the aggregate purchase price was approximately $1.7 billion, including the full repayment of NV5’s outstanding debt. The Company paid total consideration consisting of $870.9 million in cash and the issuance of approximately 73.2 million shares of Company common stock.
Recent Developments and Certain Factors and Trends Affecting Results of Operations
The Company completed otherfour immaterial acquisitions during the periods presented thatwhich alsowere affectnot thesignificant comparabilityto of itsour results of operations.
We may experience increased costs associated with the recent developments around tariffs between the United States, Canada, and other international jurisdictions and will continue to monitor market conditions and respond accordingly. We also have observed some impact from inflationary pressures during 2025 and into 2026. Although we look to mitigate the impact of these pressures with a combination of cost management and price initiatives, there can be no guarantee that these initiatives will be successful. There has been no directmaterial effect on our business from the Russian-Ukrainian or the Middle Eastern conflicts, although these conflicts may have an impact on certain end markets, results of operations or liquidity or in other ways which we cannot yet determine.
Cost of revenue
Selling, general and administrative expenses
The comparability of our operating results for the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025 was impacted by the NV5 Acquisition.Acquisition, which closed on August 4, 2025. In the discussion of our results of operations for these periods, we may quantitatively disclose the impacts of the NV5 Acquisition to the extent they remain ascertainable.
Comparison of the three months ended MarchJune 31,30, 2026 to the three months ended MarchJune 31,30, 2025
Revenues were $488.0$584.3 million for the three months ended MarchJune 31,30, 2026, an increase of $253.8$270.4 million, or 108%,86%, compared to $234.2$313.9 million during the three months ended MarchJune 31,30, 2025. The increase in revenues was primarily driven by incremental revenues of $253.2$287.7 million resulting from the NV5 Acquisition. ExcludingFor additional information regarding the NV5factors Acquisition,affecting revenuesrevenues, increasedsee by“Operating $0.6Segment millionResults” due to increased call-out and outage work, which was partially offset by lower run-and-maintain and capital project activity.below.
Cost of revenues were $326.7$380.2 million for the three months ended MarchJune 31,30, 2026, an increase of $136.2$140.4 million, or 71%,59%, compared to $190.5$239.8 million during the three months ended MarchJune 31,30, 2025. The increase was primarily driven by $150.7 million of incremental cost of revenues of $132.7 million resulting from the NV5 Acquisition. ExcludingFor additional information regarding the NV5factors Acquisition,affecting cost of revenuesrevenues, increasedsee $3.5“Operating millionSegment whichResults” was primarily driven by a decline in higher-margin capital project work and an associated shift in revenue mix toward callout and lower-margin run-and-maintain activity.below.
Gross profit
The following table presents gross profit and gross profit margin, defined as gross profit as a percentage of revenue, for the three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025:
Gross profit was $161.3$204.2 million for the three months ended MarchJune 31,30, 2026, an increase of $117.6$130.1 million, or 269%,176%, compared to $43.7$74.1 million during the three months ended MarchJune 31,30, 2025. Gross profit margin was 33.1%35% for the three months ended MarchJune 31,30, 2026 compared to 18.6%24% during the three months ended MarchJune 31,30, 2025. The increase in gross profit and gross profit margin was primarily driven by the NV5 Acquisition. The NV5 Acquisition contributed $120.5$136.9 million of gross profit and 48% gross profit margin. NV5’s consulting & engineering and geospatial services have higher gross profit than the TIC Solutions legacy services. ExcludingFor additional information regarding the NV5factors Acquisition,affecting gross profitprofit, decreasedsee $2.9“Operating million.Segment TheResults” decrease was primarily due to a decline in higher-margin capital project work and an associated shift in revenue mix toward callout and lower-margin run-and-maintain activity relative to the prior-year period.below.
Selling, general and administrative expenses
The following table presents selling, general and administrative expenses (“SG&A expenses”) and SG&A expenses as a percentage of revenue for the three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025:
SG&A expenses were $150.3$193.3 million for the three months ended MarchJune 31,30, 2026, an increase of $110.5$137.6 million, or 277%,247%, compared to $39.9$55.8 million during the three months ended MarchJune 31,30, 2025. The increase in SG&A expense was primarily driven by incremental expenses of $95.3$94.7 million resulting from the NV5 Acquisition.Acquisition, Excludingincreases in amortization expense of $23.0 million resulting from the NV5 Acquisition,acquisition, SG&Aand expenses increased $15.2 million. The increase was primarily driven by an increaseincreases in share-based compensation expense and acquisition-related transaction and integration expenses.
ThisThe increase in depreciation and amortization expense of $30.3$30.9 million, or 106%,105%, was primarily driven by incremental amortization expense of $23.0 million and depreciation expense of $5.2$6.4 million resulting from the NV5 Acquisition.
Interest expense, net was $29.0$28.4 million for the three months ended MarchJune 31,30, 2026, an increase of $13.0$12.9 million, or 81%,84%, compared to $16.0$15.5 million during the three months ended MarchJune 31,30, 2025. The increase in interest expense was primarily driven by an increase in our indebtedness as a result of the NV5 Acquisition.
The Company recorded an income tax benefit of $16.5$3.2 million for the three months ended MarchJune 31,30, 2026 compared to an income tax expense of $1.5$3.9 million during the three months ended MarchJune 31,30, 2025. The income tax benefit for the three months ended MarchJune 31,30, 2026 was primarily driven by the loss recognized in the period and the reversal of an uncertain tax liability from a prior acquisition. See “Note 13. Income Taxes” for further discussion.
Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025
Revenues
Revenues were $1.1 billion for the six months ended June 30, 2026, an increase of $524.2 million, or 96%, compared to $548.1 million during the six months ended June 30, 2025. The increase in revenues was primarily driven by incremental revenues of $540.9 million resulting from the NV5 Acquisition. For additional information regarding the factors affecting revenue, see “Operating Segment Results” below.
Cost of revenues
Cost of revenues were $706.9 million for the six months ended June 30, 2026, an increase of $276.5 million, or 64%, compared to $430.4 million during the six months ended June 30, 2025. The increase was primarily driven by incremental cost of revenues of $283.4 million resulting from the NV5 Acquisition. For additional information regarding the factors affecting cost of revenues, see “Operating Segment Results” below.
The following table presents gross profit and gross profit margin, defined as gross profit as a percentage of revenue, for the six months ended June 30, 2026 and June 30, 2025:
Gross profit was $365.5 million for the six months ended June 30, 2026, an increase of $247.7 million, or 210%, compared to $117.8 million during the six months ended June 30, 2025. Gross profit margin was 34% for the six months ended June 30, 2026 compared to 21% during the six months ended June 30, 2025. The increase in gross profit and gross profit margin was primarily driven by the NV5 Acquisition. The NV5 Acquisition contributed $257.5 million of gross profit and 48% gross profit margin. For additional information regarding the factors affecting gross profit, see “Operating Segment Results” below.
The following table presents selling, general and administrative expenses (“SG&A expenses”) and SG&A expenses as a percentage of revenue for the six months ended June 30, 2026 and June 30, 2025:
SG&A expenses were $383.7 million for the six months ended June 30, 2026, an increase of $274.8 million, or 252%, compared to $108.9 million during the six months ended June 30, 2025. The increase in SG&A expense was primarily driven by incremental expenses of $190.0 million resulting from the NV5 Acquisition, increases in amortization expense of $46.0 million resulting from the NV5 acquisition, and increases in share-based compensation expense and acquisition-related transaction and integration expenses.
Depreciation and amortization expense
Total depreciation expense for property and equipment and amortization expense for intangibles were recognized as follows:
The increase in depreciation and amortization expense of $61.2 million, or 105%, was primarily driven by incremental amortization expense of $46.0 million and depreciation expense of $11.6 million resulting from the NV5 Acquisition.
Interest expense, net
Interest expense, net was $57.4 million for the six months ended June 30, 2026, an increase of $25.9 million, or 82%, compared to $31.5 million during the six months ended June 30, 2025. The increase in interest expense was primarily driven by an increase in our indebtedness as a result of the NV5 Acquisition.
Income taxes
The Company recorded an income tax benefit of $19.7 million for the six months ended June 30, 2026 compared to an income tax expense of $5.4 million during the six months ended June 30, 2025. The income tax benefit for the six months ended June 30, 2026 was primarily driven by the loss recognized in the period and the reversal of an uncertain tax liability from a prior acquisition. See “Note 13. Income Taxes” for further discussion.
Comparison of the three months ended MarchJune 31,30, 2026 to the three months ended MarchJune 31,30, 2025
Cost of revenue
Gross profit
Inspection and& Mitigation revenues were $234.8$296.7 million for the three months ended MarchJune 31,30, 2026, ana increasedecrease of $0.6$17.2 million, or 0.3%,5.5%, compared to $234.2$313.9 million during the three months ended MarchJune 31,30, 2025. The increasedecrease primarily reflects higherlower call-outoutage activity resulting from shifts in customer schedules and outagethe activity,impact whichof wascustomer site losses in 2025, partially offset by aincreased declinecallout in capital project and construction work, as well as continued softness in the chemicals end market.work.
Segment gross profit was $40.8$67.2 million for the three months ended MarchJune 31,30, 2026, a decrease of $2.9$6.9 million, or 6.7%,9.2%, compared to $43.7$74.1 million during the three months ended MarchJune 31,30, 2025. The decrease was primarily driven by alower declinevolumes inof higher-margin capitaloutage project workactivity and an associated shift in revenue mix toward calloutrun-and-maintain and lower-margincallout run-and-maintainactivity activity,relative asto wellthe asprior-year increased depreciation expense.period.
Consulting & Engineering revenuerevenues waswere $187.3$206.6 million for the three months ended MarchJune 31,30, 2026 due to the NV5 Acquisition. During the period, the Consulting & Engineering segment experienced growth primarily attributable to data center, buildings, and infrastructure activity, with data centercenters growth concentrated in APAC and growth in infrastructure work concentrated in the eastern United States. Segment gross profit was $89.2$97.6 million for the three months ended MarchJune 31,30, 2026.
Geospatial revenuerevenues waswere $65.9$81.0 million for the three months ended MarchJune 31,30, 2026 due to the NV5 Acquisition. During the period, the Geospatial segment experienced normal course growth inprimarily governmentattributable to work primarilyfor relatedpower toand projectsutilities withclients and federal agencies. Segment gross profit was $31.4$39.3 million for the three months ended MarchJune 31,30, 2026.
Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025
Inspection & Mitigation revenues were $531.5 million for the six months ended June 30, 2026, a decrease of $16.6 million, or 3%, compared to $548.1 million during the six months ended June 30, 2025. The decrease primarily reflects lower outage activity resulting from shifts in customer schedules, the impact of customer site losses in 2025, and lower capital project activity, partially offset by increased callout work.
Segment gross profit was $108.0 million for the six months ended June 30, 2026, a decrease of $9.8 million, or 8%, compared to $117.8 million during the six months ended June 30, 2025. The decrease was primarily driven by lower volumes of higher-margin outage and capital project activity and an associated shift in revenue mix toward run-and-maintain and callout activity relative to the prior-year period.
Consulting & Engineering revenues were $394.0 million for the six months ended June 30, 2026 due to the NV5 Acquisition. During the period, the Consulting & Engineering segment experienced growth primarily attributable to data center, buildings, and infrastructure activity, with data centers growth concentrated in APAC and the United States. Segment gross profit was $186.8 million for the six months ended June 30, 2026.
Geospatial revenues were $146.8 million for the six months ended June 30, 2026 due to the NV5 Acquisition. During the period, the Geospatial segment experienced growth primarily attributable to work for state and regional governments and work for power and utilities clients. Segment gross profit was $70.7 million for the six months ended June 30, 2026.
Overall, we believe that available cash and cash equivalents, cash flows generated from future operations, access to capital markets, and availability under the revolving credit facility are sufficient to fund our operations, service our indebtedness, and maintain compliance with our debt covenants over the next 12 months.months and for the foreseeable future. Our uses of available cash, borrowing capacity, cash flows from operations and financing arrangements are used to invest in capital expenditures to support our growth, repay debt maturities as they become due, and complete integration activities. Our principal liquidity requirements are for working capital and general corporate purposes, including capital expenditures and debt service, as well as to execute and integrate strategic acquisitions. In addition, we will use available cash, borrowing capacity, and cash flows from operations to fund our operating leases, finance leases, debt repayments, and various other obligations as they arise.
WeAs haveof aJune $775.030, million2026, seniorwe securedhad 2024$1.6 Termbillion Loanof andindebtedness an $875.0 million senior secured 2025 Term Loanoutstanding under the Term LoanLoans. Facility,We asalso well ashave a $125.0 million five-year senior secured revolvingRevolving creditCredit facility,Facility, of which up to $20.0$50.0 million can be used for the issuance of letters of credit. As of MarchJune 31,30, 2026, we had $1.6 billion of indebtedness outstanding under the Term Loans and no amounts were outstanding under the Revolving Credit Facility. For discussion of the First Amendment, the Second Amendment, the Third Amendment, and the Fourth Amendment to our Credit Agreement, and the Second Amendment, see “Note 11. Long-Term Debt” of the notes to our unaudited condensed consolidated financial statements.
For discussion of the covenants contained in the Credit Agreement governing our Revolving Credit Facility, see “Note 11. Long-Term Debt” of the notes to our unaudited condensed consolidated financial statements. As of MarchJune 31,30, 2026, we were in compliance with these covenants.
TIC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-30 | Schultes Kristin B |
Option exercise | 60,000 | — | — |
| 2026-09-30 | Schultes Kristin B |
Shares withheld for tax | 18,624 | $8.32 | $155.0K |
| 2026-08-04 | Wright Dickerson |
Option exercise | 9,524 | — | — |
| 2026-08-04 | Roth Byron |
Option exercise | 9,524 | — | — |
| 2026-07-31 | Cullinan Rory |
Option exercise | 9,017 | — | — |
| 2026-07-31 | Hochfelder Peter A |
Option exercise | 9,017 | — | — |
| 2026-07-31 | Lillie James E |
Option exercise | 9,017 | — | — |
| 2026-07-31 | Hepding Elizabeth Meloy |
Option exercise | 9,017 | — | — |
| 2026-07-31 | Bush Antoinette Cook |
Option exercise | 9,017 | — | — |
| 2026-03-31 | Pizzey Talman |
Option exercise | 73,333 | — | — |
| 2026-03-31 | Pizzey Talman |
Option exercise | 73,333 | — | — |
| 2026-03-31 | Pizzey Talman |
Shares withheld for tax | 40,187 | $6.58 | $264.4K |
| 2026-03-31 | Pizzey Talman |
Shares withheld for tax | 40,188 | $6.58 | $264.4K |
Well-known investors holding TIC (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Viking Global Investors (Andreas Halvorsen) | 2026-06-30 | 35,824,562 | $289.8M | 0.83% | No change |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 4,814,719 | $39.0M | 0.06% | New position |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 1,169,031 | $9.5M | 0.0% | Added 374% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 838,083 | $6.8M | 0.0% | Added 16% |
| Millennium Management (Israel Englander) | 2026-06-30 | 187,452 | $1.5M | 0.0% | New position |
| D. E. Shaw & Co. | 2026-06-30 | 80,748 | $653.3K | 0.0% | New position |